A Chance Encounter
by Orange Bulldog
Summary: Willow's working for Angel, Inc. after breaking up with Kennedy. She's on a business trip to San Francisco and goes to a club called P3 to pass the time. Femslash and a crossover with Charmed, don't read if that's a problem. Reviews welcome!


Disclaimers:

These are obviously not my characters, I'm just borrowing them from Joss Whedon, Aaron Spelling and anyone else who owns them.

If you have issues with people of the same sex loving each other, or live someplace where that's illegal (in which case, consider moving) please move on.

This story takes place after the series finale of Buffy and somewhere during Season 6 of Charmed. It doesn't really matter when, but sometime when Phoebe is single.

Pairing: Willow/Phoebe

Rating: R

Willow Rosenberg walked into the club and randomly chose a seat at the bar.

"Just a Coke." She told the bartender, who shrugged and went to get it.

Willow paid for her soda and sipped it listlessly, glancing around the club without much interest. Since she had broken up with Kennedy and returned to the US to work with Angel she had trouble taking interest in ordinary things like clubs. Trying to remember why she was even here in the first place, she sighed and recalled her phone conversation with Fred.

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"Look Will, Angel is just worried about you, okay?" Fred said timidly.

"I'm FINE!" Willow growled. "Look, I was going to go check out a club tonight. They've got a band, it should be fun. Tell Angel. I'm officially trying to find the fun in San Fran, okay?"

"That's great!" Fred said a little too cheerfully. "Anyway, you'll be home in a few days right? We'll go out and have fun for sure then."

"Yeah, of course." Willow said unconvincingly.

"Okay well...have fun tonight, keep us posted on the situation, and we'll see you in no time."

Willow hung up the phone and flopped on the bed. Why had she told Fred that she was going to go out? Now she would want to hear about it. She knew her friend meant well, but she was tired of being worried about. She could just make up a story about a club...no Willow, lying is bad. And she was beginning to feel like she and Fred had something between them, so she didn't want to mess that up with something as stupid as lying about going to a club.

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So here she was, in some club called P3. What did that even mean anyway? She didn't know anything about it, she had just been handed a flyer while walking along the street today. She turned slightly to look at the band starting to play. If they weren't any good she was out of here as soon as she finished her drink. But instead of the band, her eyes fell on a woman sitting on the other side of the bar. She almost choked on her Coke. Maybe tonight could be fun after all. At least she could admire the scenery.

Willow rolled her eyes inwardly at her thoughts, but didn't take them off the brunette at the bar. She had short, cropped hair that was very cute, Willow decided. She let her eyes wander downward and linger on the curves of her body. Suddenly the body in question shifted slightly and Willow's absorption was broken. She looked up and started, meeting the woman's gaze. Caught in the act, Willow somehow summoned up the courage to simply smile, instead of blushing and looking away. Well okay, so she was blushing anyway.

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Meanwhile, Phoebe Halliwell sat at the bar in P3, trying to remember why she had come out to the club. Neither of her sisters were with her, both having better things to do with their Saturday night. Paige had a date, and Piper was at home with her son Wyatt. Phoebe, on the other hand, was still trying to figure out what to do about Jason. For some reason that had led her to P3. Phoebe watched the band play their first song, and decided they weren't very good. She made a mental note to tell Piper not to book them again. She sipped at her rum and coke and ran her eyes through the crowd instead.

She stopped suddenly upon seeing a thin redhead woman across the bar who was very clearly checking her out. To be exact, currently she was staring at Phoebe's chest. Phoebe watched her for a minute, amused. She had done her share of experimenting in her younger days, and the idea of a woman finding her attractive was not repellant. In fact, she thought, the redhead was quite attractive herself.

At that moment the redhead raised her eyes and met Phoebe's. She smiled, and blushed slightly. Phoebe raised her eyebrows, surprised at the woman's daring. She startled herself realizing how interested in the petite woman she was, and looked away.

What's up with me? She wondered. It's been years since I thought about a woman like that. She looked back over across the bar. The redhead was no longer looking at her, so she took the opportunity to do some checking out of her own. Unfortunately, this time she was caught in the act. The woman raised her eyebrows, causing Phoebe to blush and look away again, embarrassed at being caught.

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Annoyed that she had been caught staring, Willow tried to keep her attention on the band. But in a minute she turned back, unable to keep her eyes away. She was stunned to find that she was now the object of a stare. This time it was her turn to raise her eyebrows, and she thought it looked like the woman was blushing as she turned away again.

Willow wished she had paid more attention to Kennedy when she used to talk about gaydar. How was she supposed to tell if this woman would be into women? She didn't look like a stereotypical lesbian...but then again neither did Willow herself, or Kennedy, or....she stopped her thoughts before they went where she didn't want them to go. She returned her thoughts to the woman at the bar, and met her gaze for the third time.

Okay, gaydar or no, she seems interested, Willow thought.

Then, surprising herself, she got up and walked around the bar, sitting down next to the dark-haired stranger.

"Hi." She said, feeling stupid.

"Hello." Say something else, moron! Phoebe told herself. You'd think this would be easier with a woman, somehow. Her internal monologue was interrupted by the other woman.

"Er, can I buy you a drink, or something?" Willow asked, hoping she wasn't making a fool of herself.

Phoebe smiled. "No." She replied, remembering where she was and opening her mouth to reverse the offer.

Willow almost fell off her stool in an effort to get away. "Okay sorry then, clearly wrong here I'm sorry..." she babbled, starting to walk away quickly.

"No! Wait! I just meant, this is my sister's club. So, maybe I should get you a drink?"

The last statement came out more like a question, illustrating that the other woman was as nervous as she. Willow hesitantly returned, again unsure of what she was doing.

"Okay, then, whatever you're having." She said, feeling daring tonight.

"Hey when you get a chance, bring me another rum and coke." She said in the bartender's direction. "Phoebe Halliwell." She said, directed at Willow.

"Willow. Rosenberg. This is your sister's club? It's nice." She stuttered.

Phoebe smiled nervously, making her even more attractive in Willow's eyes. "Thanks. We think so too."

Willow's drink came, and she took a few sips, feeling the alcohol warm her body. And lower your inhibitions, her mind nagged at her.

Phoebe drank from her own drink, willing her body to overpower her mind tonight. Willow was very attractive, and Phoebe had no doubts that she was attracted to her.

The women sat in silence for a few moments.

"So, P3, what's the name about?" Willow asked finally.

"Oh...well it's named after my sisters and I...all of our names start with P." She explained briefly, not mentioning the real meaning, the Power of Three.

"Oh, and there's three of you?" Willow asked.

"Um...yeah. Well there was me, Piper, and Prue...but Prue died three years ago. Right about then we found our long-lost half-sister Paige though so there's still three..." Phoebe trailed off, not sure why she was telling Willow all of this.

"Hey, I'm sorry, I didn't mean to bring up bad memories." Willow said, placing her hand over Phoebe's in comfort. She knew how hard it was to lose someone you loved.

Phoebe jerked as Willow's hand came in contact with hers. She saw Willow and a demon with blue skin and yellow eyes. The demon struck Willow's head forcefully, and the redhead dropped to the ground unmoving.

"I'm...I'm sorry, I didn't mean..."

"Willow, I don't know how to say this, but I think you're in danger. Are you from San Francisco?"

Willow looked unexcited by the news that she might be in danger. "Nope. I'm here on business."

"What do you do?"

"Um...it's kind of a long story..." Willow said, not sure how to say what she did in an innocuous sounding way.

"You don't seem terribly worried about what I just said." Phoebe stated.

Willow shrugged. "In my line of work let's just say danger isn't really unexpected. What I'm more interested in is why you said it."

In six years Phoebe still had trouble coming up with explainations for innocents she saw in her premonitions.

"It's kind of a long story..." she mirrored Willow's earlier words. "Maybe if you told me what you do that might help. Trust me, I'm sure you can't tell me anything I won't believe.

Willow hesitated and looked around at the other patrons of the club, many within earshot.

Phoebe noticed the subtle move. "Would you be more comfortable in the back room, where they can't hear you?" When Willow nodded her assent, she made a move to take Willow's hand and lead her there, but was overwhelmed with another premonition, this one of the future. She and Willow were in the back room, but they weren't talking. In fact, they were in the throes of passion.

She opened her eyes to find Willow staring at her. "Are you sure you're okay?" Phoebe was looking flushed and out of breath, but they were sitting still.

Phoebe nodded. "On second thought, want to go back to my house?"

Willow started, a little surprised at the forwardness of the suggestion. Phoebe's eyes went wide.

"Uh...haha, I didn't mean it the way it came out....hehe...I meant to talk, although just for the record what would you say if I did mean it the way it came out?" she flirted.

"Well, let's just say I'd go back to your house either way." Willow said. "But talking is good." She winked and hopped off the barstool. Phoebe felt herself get even more flushed. Why again was she taking this girl back to her house? How was she going to explain it to Piper?

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By the time the women reached the manor, Phoebe was convinced that the second premonition might happen anyway but in a different location. There was just something about this woman....Phoebe had all but forgotten about the disturbing first premonition.

"Hey, anyone home?" she yelled as she opened the door.

"Wow, nice house." Willow commented.

"Hmm, that's weird, Piper was supposed to be here." She had explained her living situation to Willow on the way home.

Phoebe looked around and suddenly brought her finger to her lips. "Shh....there she is." She pointed at the living room sofa, where a woman with long dark hair was sound asleep holding a young blond toddler.

"Let's not disturb them, okay?" she said, smiling.

"Okay." Willow said agreeably. "You still want to talk?" she added, eyes twinkling.

"Well...better not talk down here, we might wake them up." Phoebe whispered back, moving closer to the redhead so her words could be heard.

"So where would be better?" Willow whispered into Phoebe's ear.

"My room's just upstairs..." she grabbed Willow's hand and pulled her up the stairs after her, their giggles barely smothered by their free hands.

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Willow could hardly believe she was about to hop into bed with a complete stranger. This was so not like her...but before she knew it Phoebe was shutting the door to her room and they were left standing staring at each other. It was clear to both that much more than talking was likely to ensue, but both were hesitant to make the first move. After a few seconds of staring at each other, Willow decided to be brave. After all, she'd come this far, right?

"So, what did you want to talk about first?" she said flirtatiously, moving closer to the brunette even though there was no need to whisper up here.

Phoebe grinned and let the alcohol still in her blood help her move the last inches to capture Willow's lips with her own. The redhead immediately relaxed into the kiss, snaking her arms around Phoebe's slender body and pulling her closer as they simultaneously deepened the kiss.

Phoebe moaned as she felt Willow's hands creeping up her back. She felt her knees growing weak as she became more aroused and less conscious of her actions. Slowly the pair moved towards the bed until the backs of Willow's knees bumped against it. She let herself fall backwards, pulling Phoebe with her. Both women laughed as they tumbled into a heap, but soon their bodies took over and they were kissing again.

Phoebe's diminished capacity for thought was focused on the softness of Willow's lips and body, since it had been years since she had hooked up with a woman. She couldn't remember why that had been at the moment. Her train of thought was interrupted when she felt Willow's hands run up under her shirt. They reached her bra clasp and with a quick motion it was released.

"Wow, nice move." She muttered as she lifted her body up slightly so Willow could pull her shirt over her head.

Willow's eyes fluttered open and her mouth relaxed into a smile. "Thanks. I try." She quipped, relieving Phoebe of her shirt and bra. Her smile grew wider as the self-proclaimed 'breast gal' had unrestrained access. Wrapping her legs around Phoebe's, in one swift motion she had their positions reversed, and she was straddling the brunette. She began moving downward, enjoying Phoebe's curves.

Phoebe's hips bucked involuntarily as Willow's mouth latched onto her left nipple. Needing to feel more of Willow's skin on hers, she pulled her shirt free of her pants and up toward her head. Willow let go of her prize long enough to get rid of her shirt before moving over to the right nipple. Phoebe discarded the shirt to the side and returned her hands to Willow's smooth back, now marred only by the pesky bra. Phoebe struggled for a minute before realizing there wasn't a clasp. Willow had waited patiently for the other woman to figure this out, and when she did she giggled slightly as she reached between her own breasts with one hand and swiftly undid the clasp.

"Sorry about that, but it was kinda fun watching you look for it." She explained as Phoebe pushed the straps over her shoulders and down her arms. Willow pushed her body down on top of the older woman as she finished removing the bra, jolting slightly at the sensation of their breasts meeting. Willow paid a little attention to Phoebe's neck before sliding her body slowly downwards until her head was below Phoebe's breasts. She felt Phoebe's hands running through her hair, wordlessly giving her permission to continue. She raised herself up enough to reach the buttons of the tight jeans. One by one she undid all five buttons. She hooked her fingers under the fabric and placed a kiss right above Phoebe's underwear line. As she predictably bucked her hips Willow slipped her pants off. After finishing the job she slid her body back up Phoebe's nearly naked body to capture her lips.

Phoebe moaned into Willow's mouth as she slipped her left thigh between her legs, brushing against her very sensitive center, now covered only by her thin underwear. Willow's hands were moving up and down her body, and Phoebe's hands were doing the same along Willow's back. But both women were craving more, so it was no surprise when Phoebe's hands wandered around Willow's waist to the button of her pants. After undoing that and unzipping the zipper she was forced to change position to completely remove them, so she flipped the redhead over and immediately pulled her pants down and off. She wasted no effort and made sure to take off Willow's panties at the same time. Willow grinned at her, and pulling her back up to kiss her again, pushed at her own underwear until they were down around her knees before using her foot to get rid of them completely.

About a half an hour later, the women were just finished with their side trip of sex when the door opened. Both women froze as they realized what was happening. For her part, Piper's jaw dropped at the sight in the bed. "Whoa! Sorry!" she began as she started to rush out of the door in a hurry before it registered just who was underneath her sister.

"What the hell?" she yelled, flicking her hands at the couple trying to cover themselves up.

Phoebe rolled off of Willow and glared at her sister. "Why'd you do that? I think the normal response is to leave, not freeze her!"

Piper didn't respond, except to flick her hands a few more times in the direction of the bed. "Well, that's good, since I DIDN'T!" she yelled.

Phoebe turned to the redhead, who was clutching the sheet up at her neck but was very clearly not frozen.

"What do you mean you didn't? I saw you! What happened?"

"I don't know, Phoebe, she didn't freeze! You're the one who's having sex with her, you tell me why that is!" Piper was clearly frustrated.

"Um, what do you mean freeze me?" Willow asked timidly, her skin bright red with embarassment.

"Willow, that business you didn't want to explain about, that wouldn't have anything to do with magic, would it?" Phoebe asked.

Willow did a double take. "Magic? Uh, yeah, well I guess you could say that it does, how did you know?"  
"You're a witch." Phoebe said. "So are we, and Piper has the power to freeze time. Only it doesn't work on good witches. Since it didn't freeze you, you must be a witch."

Piper was watching the exchange in disbelief.

"Can we maybe talk about this with you two DRESSED?" she asked, bringing back the blushes to both naked women.

"Er, yeah, we'll be down in a sec Piper...." Phoebe promised, and her older sister left, shutting the door behind her.

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Five minutes later, Phoebe and Willow sheepishly entered the Halliwell kitchen, now dressed but still blushing. Just as they walked in, another woman with light red hair walked in from the back door.

"Oh, hey girls. Hi, I'm Paige." She said to Willow.

"Willow." She responded weakly.

"What's up?" Paige asked her sisters.

Phoebe looked at the floor.

"I don't know, why don't you ask Phoebe." Piper said.

"Phoebs?"

"Um...well I was at P3 tonight, and Willow and I started talking and I had a premonition of her and so I brought her back to figure out how to keep her safe..."

"A premonition?" Willow asked with interest. "Is that why you looked kinda funny those times?"

"You had sex with one of our innocents?" Piper asked in disbelief, not giving Phoebe time to answer the redhead.

"You had sex with her?" Paige asked incredulously. "I didn't know you swung that way sis."

Willow's eyes went wide. "Oh my god, I'm sorry, I sort of assumed they knew, since you brought me here...I'm so sorry!" she apologized.

"No, it's okay, I guess I didn't think it would be a big deal. I haven't...in years." She tried to explain.

"Um, should I...go? I should go." Willow stood up to leave.

"No! You're in danger, remember? You can't go, not until we figure out why and how to keep you safe." Phoebe pointed out.

"Yeah, plus I want to hear more about Phoebe having sex with you...okay, fine, or not." Paige made a face at her older sister who was glaring at her.

"Really, I think I can take care of myself. You saw yourself I'm a witch too, which by the way, is so cool, always nice to meet other witches, but I can take care of myself. That's what I do, anyway, I fight evil. I'm up here to check out an increase in demonic energy. My boss thinks something big might be going down. So that's probably what you saw, I guess I found them. But I wouldn't get into a fight, or do anything stupid, I'm strictly recon girl. So you don't have to worry about me, no sirree!"

The sisters stared at her for a moment.

"She's a witch?" Paige said.

"Apparently. I tried to freeze her, didn't take." Piper explained.

"Wait, so you get paid to fight evil? How come we don't get paid to fight evil?" Phoebe whined to nobody in particular. She shut up after a look from Piper.

"The question is, if she can take care of herself, why did Phoebe get the premonition?" Piper asked her sisters. "And do we still need to worry about her safety?"

"Hi, right here, don't need to talk about me in the third person." Willow pointed out.

Piper ignored her. "What do you remember about the premonition? Was it a demon, maybe we can find it in the Book of Shadows, and we can figure out why you were near it." She said the word you pointedly at Willow to emphasize her use of the second person.

"Yes, it was a demon. Blue bumpy skin, yellow eyes...let's go look." She stood up, glad to have a familiar task to focus on, instead of Piper talking about Willow. She snuck a glance at the redhead, getting up to follow the sisters, and smiled sheepishly at her.

"Sorry I didn't tell you before, about the premonitions, I never really know how to tell people so usually I just don't. I figured as long as I stayed close to you I'd be able to protect you anyway..."

"Well you sure stayed close to her." Paige said smugly, elbowing her sister with a smirk on her face.

Piper rolled her eyes.

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Half an hour later, after flipping through most of the Book of Shadows, Phoebe finally saw the demon she was looking for.

"That's it! Thragdon, head of the Yarisi demons. It's an upper level demon, so he'll be harder to vanquish."

"Why? It doesn't look like he has armor or anything, is he invincible or what?" Willow asked with interest.

The sisters looked at her, confused. "It means that we can't vanquish it with a simple spell or potion, we need its flesh to make a specific potion." Piper explained.

"Which means we'll have to get close to it, freeze it, cut it, leave, make the potion, come back, it's kind of a hassle." Paige added helpfully.

"You can't just kill it the normal way?" Willow asked, still confused.

"Which would be what?" Phoebe asked.

"Um, cut off its head, impale it, something like that." Willow said, feeling foolish somehow.

"Eeew! Cut off its head? That's gross!" Paige squealed.

"And it sounds really dangerous." Piper added.

"Yeah, of course. Your way isn't?"

"Well, yes, it's dangerous, but not in quite the same way...you really use just physical force to kill demons?" Phoebe asked in disbelief. "Then what do you use magic for?"

"Um...other things? Finding the demons, making protective barriers, things like that. Sometimes I find ways to use it in a fight, like moving things with my mind or sending them away, but mostly I don't do the fighting, Angel or Buffy or someone does."

"And they don't use magic to fight."

"Well not exactly. Angel's a vampire, oh but he's a good one, he has a soul, so he's superstrong and everything, invincible except for the vamp things of course. Buffy's a slayer so she's superstrong too, which is kinda magic at least it is how they become slayers, but she doesn't use magic...." Willow stopped trying to explain when she saw the sisters getting more and more confused. "Anyway....the important thing is, yes, I was looking for the Yarisi leader. There's a problem, some sort of conflict going on up here and it's having repurcussions down in LA. I'm supposed to be finding out what the problem is. So I guess I was going to find the leader. But I can just tell Angel it's too dangerous and not look any further, okay? Problem solved! He can find a demon spy instead."

The sisters exchanged glances, and Phoebe shrugged. "Sounds pretty simple to me. If she doesn't go looking for him it doesn't sound like he'll find her. Not like usually. So...you'll be going back to LA then?" she was astonished to find that she was somewhat saddened by the thought.

"I guess so." Willow agreed.

"Want me to orb her back, to be sure?" Paige offered.

"To what me?"

"Orb. It's like instantly going to another place. I could have you back there in a second." Paige explained.

"Really? Wow, that's awesome can you teach me to do that?" Willow asked Phoebe.

"No, I can't do it anyway, just Paige because her father is an angel and they orb. You can't learn it, either you do it or you don't." Phoebe apologized.

"Oh. That sucks. Well I do have a car here, so I should drive it back. But...I'll give you my number, you guys can 'orb' down there some time and we can chat. I want to learn more about this potions to kill demons, it sounds great." She grinned.  
"I'd like that." Phoebe said, smiling back.

The moment was ruined by her sisters making quiet gagging noises. Phoebe turned and stuck her tongue out at them.

"Ignore them, they're just jealous. I'll drive you to your hotel." Taking Willow's hand triumphantly she marched out of the attic.

"Um...okay bye, nice to meet you, see you soon." Willow said as she was pulled out of the room.

"You know, it's kind of late, maybe you should stay at my hotel tonight after you drive me home." Willow said flirtatiously. "I can't leave for LA till tomorrow anyway."

Both women just grinned.


End file.
